The Spider Experiment
by Fly Guy
Summary: I've been doing some thinking, and I wonder if there is a reason why I am like this. I found six kids who will tell me the truth and change my mind and fate forever.
1. Chapter 1

Ok, so i though i might be able to try my hand at a crossover story with spiderman and maximum ride. tell me what you think in a review. Everyone who reads this can reviw so dont be shy. I know it's short but its a start.

Disclamer: just two more things i _dont _own.

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Peter's POV

"Parker!" J. Jonah Jameson shouted so loud that it could be heard two floors down, or in my case from the roof.

I quickly went down through the vent and into the restroom where I changed. I wasn't in the mood to be fired, again. No matter what it's for, Jamison always fires me at least once a month, but he always brings me back because I'm his best photographer.

I rushed into his office, but I was too late, five minutes too late.

"Parker! Do you realize that we have a deadline to meet? What's wrong with you?" He demanded.

"Yes, I realize that, but—" I began but was cut off by Jameson's yelling.

"Then why are you ten minutes late for work again?"

"Well it's actually six now," I explained.

"Don't be smart with me! You're fired! Now get your sorry—"

_RING RING RING_

_Saved by the bell, _I thought to myself as Jameson picked up the phone.

"Hello Daily Bugle head office. Yeah? WHAT!? How long ago? Well why didn't you call sooner?" he slammed the phone on the receiver and looked up at me. "parker, your back on the job. A source clamed to have seen six kids with wings flying over Central Park South last night. It was probably some crack head on a high, but check it out anyway, this is New York after all."

"and if it's a hoax?" I asked.

"then you'll make up the time scrubbing toilets in the men's washroom! Go out there and get those pictures!"

_the life of the Spiderman and Peter Parker is never easy, _I thought to myself as I jumped off of the roof of the Bugle and shot a thin line of webbing to the building across the road. I felt the jerk of the web stuck and I began to swing across, inches above the traffic at the lowest spot.

I had heard about terrorist attacks on Itex plants over the United States and Europe, and I knew there was one in the area. If these 'bird kids' were the same ones seen fleeing from those wrecked buildings I would catch them and take them to the police where they could be treated like the criminals they were.

Web line to roof top and back to web line, I sped toward Central Park to find the mutants responsible for the explosions.

And then I saw them, a flock of birds, or so it appeared from this distance, flying over the city like the falcons, searching for their next prey. I aimed myself at the six kids and catapulted myself off of my webbing line, sending me forward like an arrow toward the kids. I reached out to grab one, he had black wings and hair, and his clothes were almost all black a well.

Suddenly I felt the vibration of my spider sense kick in, not long after and hard kick landed on my skull.

I fell downwards, spiralling toward the ground. Luckily I corrected my fall and shot a web to a close by building just soon enough that I could run on the sidewalk to pick up speed and I swung into the air once more.

The bird kids were flying away quickly now, I would have to swing faster to catch up now. I shot one line after the other, barely dodging light post, building, cars, and people.

They were right above me now and I ran up the side of a building to get closer. When I was at a close, but safe, distance I shot a ball of webbing between the wings of the kid I first attacked. It hit when his wing were at their highest point, and they stuck together and he began to fall from the sky. I heard the older girl with the blond hair shout Fang, but I didn't know what she meant.

I didn't want to let him fall to the ground and die, so I jumped to the next building and started climbing up the wall to where I could reach him as he passed by. At just the right moment I reached out and caught him by one ankle, only to have the other foot come up and kick me in the head. I lost my grip long enough that he could kick away and fall again.

_He's trying to kill himself! A dead man can't talk. _I thought as I reached for him again. I missed, so I shot a thin line of webbing and it stuck to the sole of his beaten up shoes.

Just when I began to pull the line up, the other two oldest ones sped by and grabbed him. I then realized that I was still holding the web when I was pulled off of the wall and started to trail behind them.

A young girl, she looked about eleven years old, shot up behind me and brought her heel down on my back, directly between my shoulder blades. The pain made me let go and fall fifty feet and into the windshield of a parked car. I crawled out through the hole in the window, which was so conveniently there, and brushed the shards of glass off of myself.

My back snapped several times as I stood up. I had a long, but not deep, cut in my shoulder from where I went through the window.

I slowly and painfully climbed up the building, but only to find that the kids had disappeared.

"I will not let you destroy this city. This isn't over yet," I said to myself and I turned to go home to my apartment.

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Don't forget!!!!!! review!!!!


	2. Chapter 2

Chapter 2

Max's POV

"What is this stuff?" Gazzy asked as he poked the sticky glob of white, whatever it was, that was stuck between Fangs wings.

"It seems like some sort of spider webbing, but a lot harder and stickier," I said as I tried to pull the wings apart. It wouldn't budge. "I think we need to cut it off."

"Don't cut Fang's wings off!" Nudge demanded.

"Not his wings! She meant the white stuff!" Gazzy said.

"I guess it would be stupid to ask if anyone had a knife," I said, and I really meant it. The flock and I didn't have luxuries like knifes and guns. I wouldn't allow it anyways. But as soon as I began to look over other possible ways to remove the web, something hard hit me in the back of the head. I looked behind me and saw a pocket knife on the ground. "Who threw that?" I demanded, but there were no replies except for Gazzy looking at Iggy and bursting out laughing.

I hated it when they did stuff like that, but I picked up the knife and started looking for the saw. Before I had a chance to open it, the knife was snatched from my hand and passed back with the mini saw out. I looked down to see Angel smiling up at me.

"Thank you, sweetie," I smiled back.

"You're welcome!" Angel replied happily and skipped of into another room of the abandoned apartment building that we found. And the window was so conveniently un-boarded too.

"That was really dumb you know," Fang said to me.

"What?" I asked, quite confused.

"You yelled my name loud enough for anyone within a four block radius to hear."

"Well you were the one who kicked it away when it tried to catch you!" I said defensively as I started sawing away at the web.

"Even still, we're trying to stay under the radar for now. If some kid who reads my blog heard you, we're going to get swarmed."

"This isn't working," I stated.

"I know, we never should have come back to New York." Fang said and tried to pull his wings in.

"No, I mean I can't cut through the webbing!" I let go of the knife and it stuck to the gob of the sticky stuff.

"Well how are we supposed to get it out then?" Nudge asked.

"If it's like any other spider web it should dissolve, eventually," I said, knowing we would be grounded until then, which meant more chance of getting caught.

"What was that anyway?" Gazzy asked, "It came out of nowhere."

I looked at Angel, and she knew what I wanted right away.

"He is a spider and human hybrid, something about a radioactive bug in there." She said, remembering what she heard from his thoughts.

"He was thinking that?" I asked, wondering if he had something to do with Itex.

"Not only that, but he knows that we are attacking Itex buildings around the world, and he wants to stop us."

"I say he's working for Itex, or for the School," Iggy spoke for the first time since the attack.

"I agree," fang said as he sat down.

"Did you see that dorky costume? It had 'I'm a bug' written all over it!" Gazzy said.

"No, I didn't see," Iggy said, pointing to his sightless eyes.

"Oh, right," He turned to Iggy and gave a detailed description about the big white eyes, the red and blue outfit that had a spider web like pattern over the whole body, and the black spider on his chest and the larger red one on his back. Even the smallest details he described with surprising accuracy.

"So, how long do you think it will last?" Fang said, looking behind him to see the gob of white webbing that was fused to both wings like concrete.

"No longer than twenty-four hours," I said.

"Twenty-four hours!? What am I supposed to do until then? I can't fly," He exclaimed and attempted to pull his wings apart once more, but the struggle was pointless. "I can't even walk outside because I can't hide six-and-a-half foot wings growing out of my back!"

"It won't be _that_ bad. I mean, we can go get you food and stuff," Nudge stated, but not much longer before Gazzy started teasing.

"Look whose grounded! Look whose grounded!"

Fang let out an annoyed sigh.

"I'm going to go get some air, you guys stay here with fang," I said as I stepped out on to the windowsill. "And don't get into trouble while I'm gone!" and with that being said, I jumped into the air and took flight, unfurling my wings to catch a gust of wind and shoot me into the air.

That feeling never stopped amazing me, even after I've done it so many times, that feeling of rising above the world below took my breath away.

I circled as I climbed higher into the sky. I did a quick tree-sixty scan of my surroundings, and seeing that it was safe, I soared freely with the birds. I circled, I swooped, I dove, and I lost track of time completely.

Then I remembered that I wasn't out here to have fun in the sky. I came out to find that bug.

_Hmm, he thinks he can stop us. _I thought as I rose higher into the air. _He has no idea what he's dealing with._

I rode an air current as I flapped; giving me an extra charge of speed. I was high above the city, below the peaks of only the tallest of the towering sky scrapers.

From here I could see everything with my raptor vision, all of the pigeons lining the edges of the flat roofs, the thick and viscous flow of traffic through the arteries of the city, and a single brightly coloured red and blue dot flying above the streets.

_There's my bug, _I thought to myself as I glided overhead, watching his every move.

He eventually stopped on a balcony of an apartment building and crept inside.

I lowered myself onto the balcony and stood out of view from the street below and the apartment inside, a difficult task, but not impossible. I could hear one end of a phone call from outside. And from what I could tell, the other side sounded angry.

"No, sir, I didn't get them. They were gone before I had a chance. I will." The phone was set down on the receiver.

I jumped into the air flapping with powerful wings. I was almost certain of two things. One, this man was working with Itex, and second, we hadn't seen the last of him.


	3. Chapter 3

Two confessions, one this is a short chapter, and two, i hit a magor block and i appologise that it took me so long to update. please dont be mad.

disclamer: these get old fast... I OWN NOTHING BUT MY MIND!!!!!!!!!!!!!!!!

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Fang's POV

"I can't believe she left me here!" I said angrily.

"Well its not like you could fly with her," Nudge reminded him.

"Hey! Look! It's coming off!" Angel said and started picking bits of sticky white webbing.

"Finally!" I said as I stood up and stretched out my wings. I stretched them out and felt a tugging, but I had enough movement. With a quick jerk of my muscles, the wings spread out as far as they could, given the space tiny ten-by-ten room. I heard a strange whirring noise and then the sound of the webbing spatter against a wall.

"Awesome!" Gazzy exclaimed. He ran over to the gob of webbing on the wall and peeled it off. "Check this out guys!" he said as he stretched it out and opened a window. Nudge and Angel walked over to the window. "ready?" they all nodded and he let go of the stretched out gob of white webbing, sending it flying out the window so fast that it went straight across the street below and smashed through the window of the building opposite of theirs.

Iggy heard the sound of shattering glass and he snickered.

Gazzy muttered something under his breath and slammed the window shut. He pressed himself against the wall as a head popped out the smashed window and shouted things that need not be repeated.

The red-faced man looked me square in the eye through the window, flipped open a cell-phone and dialled those three dreaded numbers. "Up and away out the window now!" I shouted as ran for the window. We were three stories above the ground, that gave us a second to recover our fall before- I didn't finnish the thought as I dove out the window. Shards of glass fell from the frame and peppered the red Dodge Viper parked on the street below. I stretched my wings and rocketed into the air.

The man across from our window dropped the cell-phone before he said his first word. I looked down to see angel standing in the window frame grinning and waving at the man before she too hopped into the air and shot out her wings. Then it was Nudge, Iggy, and then Gazzy, one after the other as they too took lift. I heard distant sirens wailing, and I saw the flashing lights reflecting off of panel windows on skyscrapers.

I felt a strange breeze on my wing tips, and it was then that I realized that a few feathers came off with the webbing. I laughed inside ad kept flying in the direction I thought Max went. I had to find her. She would think of something, she always did.

"Fang where are we going?" Gazzy asked.

I looked around for some shelter. The only thing I could think of was a tall building, the tallest I could see, in the city. It towered high above every other skyscraper in the city. Its grey boxy shape would be seen from miles away. The base was quite large, but a few stories up it got skinnier and stayed that way for a few more levels, and it got even skinnier and kept rising. Finally, the tower ended gust short of breaking the clouds. I pointed it out and gazzy's mouth dropped open. "You'll stay out of sight up on that roof while I go find Max. Do not leave until we get back."

I broke out of our group and went to find Max. The rest of the flock did as I told them to do, flying up faster than forward, to the top of the building.

I flew off to find max, having no idea what was really happening. Was this bug-man a vigilante or an assassin? Why would they send him after us, and how did they know we were in New York City again?

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Peters POV

I stood in my costume for a while, staring at the phone as I though about those bird kids. They had been here before, but they didn't attack anything that I knew of. I walked over to my computer and went on _Google _and typed "fang" in the search bar. It wasn't long before a huge list of results flooded the screen. The very top one said "Fang's Blog". It probably had nothing to do with anything I wanted to know, but I clicked on it anyway.

A blue framed web page popped up and at the top it read 'you are visitor # 123,532,523!'

I scrolled down through the page of writing and saw plots to destroy Itex, saying they were bad people. It sounded like propaganda to me. There were people making comments too. Saying things like "were bringing Itex down one brick at a time." And "if you're ever in NY again I would me happy to give you shelter as you plot the downfall of Itex!" and the worst of all, "We have to destroy Itex and everyone associated with them. We can't let them do this anymore! I'm with you Fang."

I closed the web page and changed into my clothes. It was getting late and I had to go the bed. I now knew that this was more than a terrorist attack. They had people living in the city on their side.

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Reviews please!


	4. Chapter 4

I know i took a long time, dont shoot me. I was busy with other fics, video games and Christmas. and i ran into a five-foot-thick writers block

i own nothing but my mind and my laptop.

Ps. It is short because of the writers block it was starting to be stupid so i ended it shortish.

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Chapter 4

Fang's POV

It was dark before I ran into Max. Well it was more like I _flew _into her, but that's beside the point.

"What did you find out?" I asked after we were headed toward the skyscraper we found.

"I'll tell you when we land." She said as if she were still processing the info for herself.

When we got to the skyscraper, Max looked at me and said, "the Empire State Building? What were you thinking?"

"That we could always find our way back together," I simply replied.

"But so can that bug! What is the first building he's going to look in?"

"Itex?" nudge offered.

"No! the second one!" She screamed. I could hear Gazzy chuckling off to the right.

"Here, but hopefully we'll be gone by then," Honestly, I had no idea why she was making such a big deal about it.

"You are so… so… oh forget it!" she stormed off to the other side of the Empire State Building.

Angel stepped up to me and looked into my eyes with her own and said, "Don't worry Fang, she still loves you."

"Hmm," I dismissed the subject. "We should get some sleep. Don't fall off the building."

I sat propped up against the one of the faces of the building, listening to the traffic below. The streetlamps were just tiny grounded stars. _I wonder where that spider-man hybrid is hiding now_.

I looked up and saw Max leaning against the massive radio antenna. She seemed upset. I flew up and stood behind her. She had to be the first to speak.

"Fang, I don't know if we can do this anymore. We thought it was over the last time we attacked Itex. The kids are tired; we need to settle down for a while." She was rubbing her arms in the frigid air. I stepped up and wrapped my arms around her. Like every time, she took in a quick surprised breath, and I got the same amazing feeling as the first time I kissed her.

"Thanks," she said and looked up at me with those beautiful eyes.

"The kids are still strong. They're growing up, Gazzy will be ten soon, they can fight better than ever," I tried to reassure her. "Max, they need you to be strong too," I lifter her chin up so I could look into her eyes again. "I need you to be strong."

"Fang, can you honestly expect them to be happy when everywhere we go people are looking for us?"

"They look happy."

Max rubbed her eyes, "Just because they _act _like they're happy, doesn't mean that they really are."

"They're happy because we are together. That's all that matters."

"Maybe," she turned away.

"You're still cute when you're frowning." I said, trying to cheer her up.

"Fang, you don't get it do you?" she turned her back to me. "this world is never going to stop needing our help! And every time they do need our help it's something new. They crossed a spider into a human!"

"oh, so he is working with Itex?"

She flashed a glare my way and I figured I wasn't helping. "I'm sorry, but we can't stop now. Can we wait until one more explosion? That _is _what we came here for, am I right? Besides, we can't keep Iggy and Gazzy out of trouble unless they blow up a building every once in a while."

She smiled briefly. "I guess one more." She said, stretching out her wings and dove backwards off of the Empire State Building.


	5. Chapter 5

I am so sorry about the log wait. I have been so busy wit rreal life that the people to please on the internet slipped my mind. sorry about that. even still, i would appreciate people not putting words in my mouth, saying that if i was not going to Finish the story, i should say so. well, news flash, I didn't say so, so therefore it IS INCOMPLETE. thank you and have a nice day.

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5

Peters POV

A telephone call woke me up. I knew without touching the phone that it was Jameson calling to tell me that I was going to be fired if I showed up with no pictures of his bird kids.

I picked up the phone and was no more surprised than I would have been if some lunatic decided to destroy New York, again. Sure enough the first words I heard that morning were:

"Parker! You get your lazy—" I removed the phone receiver from my ear and counted past a second, and began listening again, "out of bed and on the streets! I want pictures!"

"Yeah," I sighed and got out of bed. I grabbed several miniature motion sensor cameras, the newest photography tools I used, and hung up the phone. I put on my suit and jumped out the window. It was early enough that nobody was there to see.

I swung through the city and stuck a camera to different buildings scattered around the city. The idea was to place enough cameras all around the city to have a chance of capturing photos of the bird kids while I looked for them myself.

Every shadow I saw passing over head made me jump in anticipation. I thought I saw a huge black wing once, but it was gone before I made certain. then my spider senses pointed me to the empire state building, where I could make out six tiny dots circling the antennae that loomed over the city of New York.

I hurriedly made my way to the massive tower, landing on the low buildings and running to jump to the next. Finally the giant structure was right above me. I ran and jumped onto the wall, running up the vertical slope until I lost momentum and fell backwards. I shot a line of webbing and yanked myself towards the wall, then ran along the side of the building to gain speed, let go of that line and made a new one , attaching it higher up the building, and allowed my momentum to take over, and launched myself straight up into the air.

It wasn't long before I came up over the edge, and I saw them. There were six human, bird mutants swooping and diving like falcons. They hadn't seen me yet, so I could take the moment of surprise. I swung around the peak of the tower and slammed my feet into the girl with the light brown hair.

Without missing a stroke of her wings, she whiled around with a swift kick aimed at my neck. The way she switched from relaxed to being driven by killer instinct was almost scary. I dodged just in time, and grabbed the first wing in sight, a shiny black one. I grabbed the other wing and with a struggle I held them open while we both fell toward the ground.

Suddenly, there was a bright flash in the sky above us, and I lost my focus just long enough for a pair of booted feet to land on my spine. I let go and the black-winged person, who turned and planted another kick into my gut.

"Angel! Your turn!" I heard someone shout from above as I face planted on a gravel covered roof.

As I stood, a small blond haired girl landed in front of me and stared into me, as if she could read my thoughts. I was suddenly overwhelmed.

"_Who are you?" _I heard in my head.

Unwillingly, my mouth moved, "Spider-Man."

"_Why are you here?" _

"To stop you from destroying Itex."

The girls gaze intensified, to the point that I found myself falling to my knees as if to avoid loosing my balance. _"What are you?"_ she demanded, and then I realized she was speaking directly to my mind.

"a human with spider DNA fused to my own."

"_What lab were you created in?" _the interrogation went on, wind was blowing through her hair, sending light strands across her bright blue eyes.

I had no answer to give, and a sickening feeling washed over me.

"_Where were you created?" _she demanded, but still I had no answer.

"_WHERE WERE YOU CREATED!" _The words felt like they would disintegrate my head.

I suddenly found myself falling through space, with images of the childs face everywhere I looked. _"Tell me, spider-man; were you created in a lab here in New York?" _she asked, and every face moved with the words, every voice a different tone.

"I don't know what you're talking about!" I screamed. I saw a building that was close enough to catch with a web, and fired at it. The building dissipated like a fine mist disturbed by the motion.

"_oh, yes you do." _I heard the voice but saw nothing. Everything was dark around me.

I landed on a cold hard surface and my breath left my lungs with a jolt. As I stood, a single spotlight turned on in front of me, and the girl stepped into it. "Spider-Man, are you here to stop us from bringing down Itex?"

I suddenly felt too week and tired to try and fight, and I simply answered, "Yes."

"I thought so. Now tell me, where is the lab?"

"I will never tell you"

"Really?" she walked over to me, and kicked me in the ribs. It hurt way more than I expected from a seven year old, I rolled over on my back, and found myself strapped to a hard metal cot with leather restraints. "How about now?" she reappeared with a cart of medical syringes, IV poles and bags, and a series of medical knives.

I panicked, but there was no way I was going to lead them to their target. "Never."

"Hmm, I see," she said, and pulled the edge of my right hand-glove down. She leisurely strolled to the cart and grabbed one of the medical syringes and walked back to my side. "Now, this might hurt a little," she said, and slowly placed the sharp tip of the needle on my wrist.

"what did you put in that?" I asked, unable to hide the fear in my voice.

"oh, that's not important," she said, "But it is important that you hold still, or this could hurt a whole lot worse."

She plunged the needle into my arm and the searing pane made me break out in screams of agony and terror. This child was insane.

"Tell me, Spider-Man, does this bring back memories?" she inquired gently as I thrashed to get away. "well, are you going to answer me?"

"What do you want from me?" I managed to ask.

"Just the truth," she replied. "Tell me where the lab is and you'll be fine. if not, well, there are other arrangements for you."

"Do you really think this is a good idea Max?" Fang asked, keeping one eye glued to the two people on the roof below them.

"Well, it is the only way we'll be able to get anything out of him," Max sounded unsure.

As they watched, they noticed something changing. Angel stood firm, but something about her facial expressions said that there was more going on than a simple mental interrogation.

Soon after Max had started to wonder if this was going on too long, the human-spider hybrid collapsed to his knees, screaming and clutching his head.

"Angel!" Max shouted, but Angel seemed to be so far gone into a mental state that she heard nothing.

"Angel! He's had enough! Fang, don't let the bug get away, but take him somewhere away from Angel!" Max shouted as she jumped from the edge of the building she was observing the situation from.

Max charged at Angel and tackled her in mid flight, knocking her to her knees on the roof. Fang grabbed the human-spider, who had lost consciousness by this time, and flew away from angel to break the mental link with distance.

There was a tall building under construction, and fang dove in between the beams of the skeletal frame. There was a section of floor all finished and Fang set the bug-man against a beam and found a short piece of strong cable t tie the mans hands behind his back.

He was about to turn and survey what was going on outside, but the small crease on the bug man's neck caught his attention, and curiosity set in. fang walked over and grabbed the lip of the mask.


	6. Chapter 6

Peter POV

"Hey, you awake yet?" I heard a voice call out, it seemed so distant. I sat up, my back stiff from the hard floor.

"Huh….." I said, rubbing my head. I had the worst migraine of my entire life.

"I know, it hurts," in the blurry vision of my tired eyes, I was a tall, thin figure dressed in dark clothing leaning against the wall next to the opened face of the towering building we were in. "Angle got a little carried away."

I was so confused, normally, my senses would have been going insane, trying to drive me to stand and fight. But here, I felt peculiarly safe with this stranger.

"Who are you?" he asked.

The question caught me off guard. "they call me Spider Man," I said.

"yeah, I knew that already. But _who _are you?"

"Spider-Man is all you need to know."

"Look, sorry about what happened back there. That wasn't my idea."

"You're one of those Human-Bird Hybrids that are set out to destroy Itex!" I suddenly realized.

"Do you see any wings?" He stood up straight and looked me in the face.

"No," I replied. Now that my Vision had cleared, I could see that he looked like the one they called Fang, but he had no wings.

"Let me be straight with you," he said, "You could have been killed back there. I was the one that took you to safety."

"But if you have no wings—" I began.

"Did I say I had now wings?" He replied flatly, and without any strain at all, he extended fourteen feet of black feathers. "No, I didn't."

I jumped to my feet and attacked. I kicked with my left foot, but he easily blocked it with his powerful forearm, and returned a swift punch to my ribs. I fell to my knees as the air was slammed out of my lungs.

"Stay there," he demanded. He reached in his black leather jacket and produced a news paper. "The Masked Menace Strikes Again. Early Monday morning, an apartment was vandalized by spider-man. Witnesses claim that a projectile of webbing smashed through the victims window, bounced across the kitchen table, and collided with the face of the resident. Though there were no fatalities, the victim requires reconstructive surgery to fix a broken nose, fractured jaw, and six replacement teeth."

"What?" I shouted. "That never happened!"

"Yeah, it really did," The Hybrid laughed, "but, it wasn't you."

"What does this have to do with me then?"

"It proves that you aren't a threat," you see, we are more concerned about the ones that can actually stop us, which, by the way, there have been no successes yet."

"you are terrorists! You have been going around destroying Itex plants around the world!" I attempted to stand, but he pushed my head into the ground with his foot.

"What eats spiders?" he asked.

"What?"

"I said," He replied, "What eats spiders?"

"I- I don't know."

"Oh, it's so simple! Birds!" He said. "Not to say that we plan on eating you, but think of your place on the food chain. We are birds, more or less. You are a spider, learn to stick to hunting down the bugs that land in your web."

"I won't let you destroy Itex!"

"You can't stop us! We have dealt with Erasers, Fly-Boys, and every other pawn your masters have thrown at us. You are an old creation, back before the erasers. You don't have what it takes to bring us down. We are stronger, faster, and we can fly, all you have are your little rope tricks."

"Old creation? What is an eraser?"

"Don't play games with me," he said, "I can see through your lies."

"I really Don't know what you are talking about!"

"I'm talking about Recombinant DNA Experimentation, what Itex is hiding underground."

"Is that why you are attacking Itex?" I asked, "A rumour of underground activities?"

"It's no rumour. We have seen first hand what Itex is all about. They sell everyday products to pay for their labs."

"How do you know this?" I asked.

"how do you think we got these?" He once again extended his huge, majestic wings. "But Enough of this. You are finished, if you come near us again, we won't hold back. You are dead if I see you again." He prepared to jump from the opened wall.

"Wait," I said, "Why didn't you take my mask off?"

"Because I know we all hide some things for a reason. I most likely don't want to see what yours is."


	7. Chapter 7

srry I've been so busy with my life, hard to find time to write... anyway, I'll try to update all of my stories this weekend. this chapter is in Max's POV. ENJOY!

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Ch 7

Dusk had fallen by the time Fang returned to the Empire State Building. I stood in the gentle breath of the wind and waited for him to land beside me, where we shared a short kiss before I asked how it went.

"I let him know that I never want to see him around us again," He said coolly.

"Do you think he'll listen?" I asked.

"Not likely, they never do."

We just stood and watched the last pale glow of sunlight fade away. There were sirens and car horns blasting out far below, but the sound barely reached us. There was a strange beauty to the gleaming neon signs and flickering street lights, creating a connect-the-dots puzzle in the sea of darkness below.

"They hid it too well this time," Fang said, "They don't even have any information on the internet now, they must have their own satellite system to transfer data from one lab to another."

"How are we supposed to find Itex without anything to go on?"

"I don't know," Fang looked out on the city.

"Fang, do you think this is over our heads this time?"

"if it's over our heads, there's nothing that can be done. We can't trust the government after what they did to us…" Fang's voice trailed off.

I stood silent for a while, and leaned my back against the cool metal wall behind me. I thought long and hard, but then I got an idea. "Nudge can hack into any secured data!"

"Yeah, I don't see how that will help any."

"If Itex has a satellite, it would be on record somewhere in the computers attached to NASA! NASA would have had to know about the launch, otherwise it would have been shot down with a missile." I said excitedly.

"Yeah, but how are we supposed to get there?" Fang was always sceptical.

"We have thousands of computers all around the city. There's one man who sits on a bench in the park almost every day with a laptop, and he reads his paper after it is in his bag, sitting right beside him. We could swipe that in a heartbeat and get into an internet connection, then search for the NASA headquarters."

Fang started to catch on. "Then, we could have angel mind control a security guard to let us in, and Nudge could hack the database and we can get into the top secret files. Their launch data would be in there, and it would tell us if Itex had a satellite launched within the past few months."

"This is great! If we can hack that satellite, they won't be able to hide anything from us anymore. We could finally end this, and we could have a real life for the flock." I went on, dreaming of the day when I would be free.

"Can you two quiet down? I'm trying to sleep!" Iggy spoke out.

"Yeah, sorry Iggy," Fang said, "We better get some shut eye, tomorrow is going to be a long day."

Before the sun rose the next morning, we were waiting in the trees in Central Park. We had to land in a dark alley and go by foot to the trees because the New York traffic never stops. When the sun rose, we saw the man walking along the sidewalk until he cut across the grass to sit on a bench.

We sat in the trees, completely motionless, as he pulled a laptop out of a backpack style case. He opened it up and pressed the power button. Nudge took the computer and began to work her magic.

She hacked into the computer in about ten seconds, and opened up the internet browser. Nudge typed in some searches, and then began to frown.

"What's wrong?" I asked.

"We have a long trip ahead of us. Headquarters is in Washington DC." Nudge replied.

"Well," fang said, "if we fly a steady fifty miles an hour it will only be a little over four hours to get there. It's seven 'o clock right now, that means we could get there before noon, go out and get a bite to eat then hit the nail on the head with our little mission. Then we'll fly back here with our information before the sun goes down."

"We don't even know if there's actually anything here to come back for," Iggy said.

"I know there's something here; look at that bug man. He's got some major issues, and that looks like the work of Itex."

"remember the Erasers though?" angel spoke up. "I'm pretty sure there's no Itex plant in the sky following us everywhere we go."

"Either way, I like it here. We could move right in and nobody would notice us." Fang said.

"Then it comes back down to our little bug friend," I said.

Gazzy was getting frustrated. "WOULD YOU GUYS STOP ARGUING! Lets just go already! We'll figure out what we are going to do _after_ we have our info that we need."

And with that, we flew off toward DC. I wasn't sure what was going on, what was going to happen, but we flew on.


	8. Chapter 8

first off, I want to say sorry to any of you who read the original posting of this chapter. the note was kind of immature and primitive... and I want to do it right this time.

Second, if you are not Ms. doesn't-have-an-account, this is just my reply to her review, and you can skip to the story if you so desire.

Ms. doesn't-have-an-account: I appreciate your reviews, and I take all of your criticisms/thoughts into consideration. I would like to know if there are any specific things you are looking for in this story, just to get an idea of what you, as a reader and reviewer, would like. perhaps we could communicate better, since i would like to make my story enjoyable for both hardcore Marvel fans and fans of the flock and you seem to have some questions/problems with my story.

also, I would like you to take into consideration that this is a fanfiction story. with that being said, sometimes characters are adapted slightly in order to make a bit more of a plot. I understand where you are coming from, and yeah, Spidey kicks major butt in his original storys. however, I have plans for this story that you may or may not be able to foresee, and though it may seem that I am aiming for S.M to be the main antagonist at the moment, I have future plans that could potentially surprise you, and others. I am sorry if my portrayal of the marvel superstar is upsetting to you, but as I said before, I needed to change his character slightly in order for the story to work up to this point. If you want some help finding more Spiderman centered stories, I would gladly help you track down a few.

if you read my note before, this is my apology. I was in a bad mood when I read your reviews, and it kind of put me off. I am sorry for replying so rudely before, and this is a lame sorry-note so i am going to keep it short and simple. I was in the wrong to act so negatively, and you can accept this and review again with any advice or ideas, and I will take them into consideration. if they will work for the story direction I am intending, I can definitely squeeze them in. If not, I will respectfully thank you in advance for all of your feed back.

thank you for taking time to read this, and hopefully you will be able to understand why I have been writing this story the way that i am.

~Matt~

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~CH 8~

We reached Washinton DC at the desired time, landing carefully in a patch of trees. We found an outside market and discreetly nabbed some fruit on the way by, devouring it as soon as we were at a safe distance away.

Nudge led us to the NASA facility, where we were stopped by the guard at the first gate.

"Hey! You cant go in there!"

Angel stepped up to the front of the group and stared the man in the eyes. _"Take us to the computer with the information on all launches."_

The man's face relaxed and his eyes glazed over. He stepped out of his booth and led us toward the building. Two more guards stood at the entrance. They began to walk toward us. One of them, a short stout man shouted "Roberts! What are you doing?"

"Taking them to the computer with the launch data." The guard droned.

"No! that is a restricted area!"

Gazzy reached in his left pocket.

The guard snapped at him and reached for his pistol, "Put your hands up!"

"Alright, don't shoot me!" Gazzy smirked. "go to sleep instead!" and with that, Gazzy threw a small baggie at the mans face, which exploded in a puff of yellow smoke. The guard dropped, and the other one began to call for back up in his mike.

Fang launched at the man and gave him a swift hit in the neck, knocking him out cold. We continued through the tight hallways of the facility. The guard angel was mind controlling led us to a room with a heavy security door with an eye scanner, hand scanner and a digital combination lock along with a key card slot.

"_Open it."_ Angel demanded.

The man went through all the steps to open the door. We walked through into a medium sized room full of a computer. Yes, one computer. It was the biggest computer I had ever seen. Nudge gasped in awe. She rushed over to the monitor and sat down. She closed her eyes and went to work.

A black screen with a green box popped up on the monitor and nudge typed in a password, NASAT0PSECRET1N4MAT10N. Not very original, but I guess it would have taken a genius like Nudge to figure it out.

She shifted through files, did some searches and found a launch from a desert in Arizona that contained some sort of Itex technology to be deposited in earths orbit. It said in the details something about it having new radar technology designed to detect electrical failures or damage on satellites as they pass in their orbits. It said that if there were any problems, it would immediately alert NASA and send all the information required to track the satellite.

Nudge looked through the computer and found a test transmission sent by the Itex radar, and she somehow managed to figure out how to hack into the satellite, and access information on where the second end of the transition was coming from. Letters and numbers began flying all around the screen, vertical and horizontal.

"Can you tell what it means Nudge?" I asked, grasping the back of the chair.

Nudge shook her head and sighed. "It doesn't make any sense!"

That's when Angel chimed in. "It's a pattern."

"What?" we all said at once.

"The letters and numbers are all moving in an order, like a cross word puzzle!"

We all stared at the screen for another minute and tried to figure out what it meant, but the letters were moving too fast.

"watch," Gazzy said and pointed at the screen. Just as he did, the first row and column of characters crossed and matched up on the letter 4. everybody stood in shock as the code became clear. A second letter crossed. X, and another X. it went on; B, R, X Z, O, Z, X, O, L, X, F, 6, Z, X, 3, 3, 6, X, R, O, O, X, Z, D, G, Z, Z, N, X, Z, I, D,X, L, I, U, Z, X, B, E, T, A, X, Z, T, S, E, X, Z, R, I, X, P, M, E, Z, R, E, D, Z, X, N, U.

"that just made things more confusing," Gazzy murmured "my bad."

"Wait. Let me write it down." Nudge said as she grabbed a pen and paper.

After she was finished, Fang suggested removing the Z's and X's. the remainder was .

"Read it backwards."

"." Gazzy read quickly in one chunk.

Everyone suddenly knew where we had to go. The Itex lab was literally under ground!

"There must be some sort of an abandoned basement in the Empire state building. That's where the lab is!" Iggy Shouted excitedly.

Just then, the guard angel was mind controlling began to groan. His mind was beginning to deteriorate from the strain of Angel's power.

"Angel, Put him to sleep, we don't want to kill him." I said sternly.

"But he can still help us!" Angel argued.

"No! we don't need him anymore, we need to get out of here now and go back to New York."

Angel huffed in dejection, but obeyed anyway. The guard relaxed and collapsed to the floor in a snoring heap.

We rushed toward the exit, ignoring any workers or guards as we shot past at bird kid running speed which seemed extremely fast for these tight corners and closed in hallways.

We found an exit and blew through the door, spreading out our wings and lifting off before the guards had a chance to recover their wits after the surprise.

We flew for New York. Fast, free and at home in the sky. We all dreaded the thought of being four stories under ground, but we relished in the fact that the secret Itex lab in New York would soon be no more.


	9. Chapter 9

Hello everyone! I know it's been a while, but to be frank, I got sick of being told I was writing MY story wrong. I understand that some of you may not like that I am using my creativity to my advantage, and seem to think that I am botching Spiderman to create a constantly failing antagonist, but YOU ARE WRONG!the story is not finished yet, and you act as if it is!

I shouldn't have to reveal my entire plot to reviewers who are deliberately being offensive and say that I'm doing it wrong when the plot was created by me. please if you have NEGATIVE criticism, keep it to yourself until you see how things turn out, that way you won't make me feel like it isn't worth writing for the people who actually want to read without making pointed accusations. I am writing for people like sopranokittythegreat, and this reviewer actually showed me that people do want to read without being idiotic...so yeah...here's the next chapter!

Keep in mind, I do still want constructive criticism. but constructive criticism isn't shredding a story down and turning it to pulp so you can shape it into paper mache sculptures of whatever you want. Constructive criticism is writing techniques, ideas, things you like or dislike presented in a way that isn't perceived as rude. I don't want you to just NOT review, because it is reviews that help writers improve, they help us give the readers what they want. that being said, we still need to have our own freedoms of creativity as well, so, thanks for your understanding, and here is your new chapter (seriously this time!)

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Ch 8

Peter's POV

_If I hadn't just had my mind crushed by that you bird kid, I could have beaten Fang,_ I thought to myself. Then there was the issue of me feeling safe, but attacking anyway. I was wondering if there was more to the story than what I originally thought, and also, if maybe there was some validity to what these kids were saying.

I was flipping through channels on the TV, and something caught my attention. There was a report about a break in at a NASA facility in Washington. A security guard came up on the screen for an interview, and he had a dazed look on his face.

"Officer Roberts, would you tell us as best you can what happened exactly?" the reporter questioned.

"well, I was standing at the gate, just like always. Suddenly these kids came up— I think there were six of them— and I told them to leave, then I blacked out and woke up in the computer room with an intense headache like I've never had before."

_That sounds almost exactly like what happened to me, and could those be the same six kids who were here two days ago? _Peter thought it over and listened carefully as the reporter went on.

"There have been no fatalities, and the home made sleeping gas, coupled with the fact that the only information which was accessed was a stream of test code linking to a satellite kindly donated by I-Tex, suggests that whoever infiltrated, gained no usable information; citizens of America and Homeland Security have nothing to worry about. Investigators will be looking for the six teenaged children, and any information will be rewarded."

I turned off the TV and pressed my hands to my face as I thought over the information. The bird kids broke in to a heavily secured area to look at an I-Tex test code? What could they possibly gain from that? Then a thought struck me; What if they somehow knew how to read the transmission backwards and find the source? Everyone knows that I-Tex was forced underground because of the facilities being destroyed, and there is no public information on their whereabouts, but they keep putting products on the shelves. If they could find the source of the I-Tex signal they could have the potential to successfully destroy it.

_It has only been a few months since I fought the Green Goblin_, I thought to myself silently. _This is bigger than anything I've ever faced_.

My mind flashed back to when Fang had me alone, and threatened me. I somehow felt that the pieces weren't fitting together, like there was something I missed. Even though he was threatening me, I felt no sense of danger. And why was it that so many people believed in their cause?

My curiosity bested me, and I searched up Fang's blog once more. This time I carefully read the posts, and something caught my eye. "Me, Max, and the others are the result of a series of underground genetic experimentations schemed and enacted by I-tex scientists. There were other mutated children and teens aside from us, most of which were exterminated or died within their first months of existence."

I read on, curious about the fact that he said had said that most of them were exterminated, rather than all... Hours passed, and I reached the bottom of the page with no greater clarification. I did realize though, that they truly believed that they were fighting for something good. It was so convincing, in fact, that I actually began to second guess my first impression.

_Maybe they really are telling the truth…maybe I need to give them a chance. I never felt my senses warning me that Fang was a threat, or any of the others until I attacked…all they want is to destroy this company that they claim to be responsible for the mutations. _The slow realization hit me, and I wanted some way to get in contact with them and learn more about the situation. _I have to learn what is actually going on here; I am going to find the Flock._

Hours passed as I launched myself from rooftop to the open air, and I never fond any sign of them. I was about to call it a day, when I saw black figures on the horizon. _There you are_, I said to myself, and swung forward to meet them in the air.

I wanted to make myself known, in order to reduce the risk of them thinking I was a threat, but as soon as they noticed me I saw the dark haired one, Fang, motion toward me, and the group quickly split up. I stopped on a high roof top and prepared myself for defence, though this time I did not want a fight.

A quick whistle above my head made me reflexively flinch and look up. It was a clever tactic; Angel had been a destraction, and Fang dived in for a low sweep behind me, aiming for my lower back with his shoulder. I felt my senses, and barely had time to dodge the attack.

I jumped into the air, flipping backwards as I lifted. As if in slow motion, I grabbed the heal of Fang's boot and left a string of webbing on the sole. As soon as I landed, I planted my feet firmly and let the line go taught. I nearly fell on my face, but the surprise of my dodge was enough to cause Fang to stumble in flight. I used that to my advantage and snapped the web line back, wrenching the boy out of the air, where he slammed against the rough surface of the flat roof.

I rushed over and dove above Fang, who still lie face down on the roof. Launched in a forward drill-like dive, I fired a ball of webbing at his hands and feet, cementing them to the roof. As I faced the sky, the blur of a foot propelled itself towards my head. I raised my elbow and blocked it, but the impact jarred my teeth and sent me sprawling on the surface of the rooftop.

I pushed myself up, and dodged another kick. The leader, Max, Was furiously charging after me on foot. I bent back to avoid a kick to the head, and Max tripped me.

I landed with a hollow thump on the rooftop, Max quickly landed on top of me, driving her knee into my right hip as she reached for my throat.

"Wait!" I gasped, "I just want to talk!"

"You might have had that chance, but you blew it when you attacked us the first time!" she spat with rage as she tightened her grip.

I could not breathe, and dark purple and black spots began swimming in my vision. Out of desperation, I put my fingers into a spear-head position and drove them deep into Max's underarms. When she loosened her grip, I folded my legs and kicked up with all my strength, sending her falling and holding her gut in pain. He stuck her to the ground the same way as he did with Fang.

"I said, I just want to talk!" I quickly looked around for the others, but saw nothing.

The dark skinned girl suddenly appeared and dived at me in rage, and I didnt have time to react. she colided and we rolled around, struggling on the roof. Eventually, I got her wrists webbed to the roof, but I left her feet because she was struggling too hard.

All was quiet as the three kids struggled to break their bonds, and I couldn't see the others. three were already down, s o that meant there were three more still planning to take me out.

Suddenly the young demolitions expert rose over the edge of the building and whipped a small orb at me as the older one rose behind me and threw a small explosive at me from behind. I dodged the sphere by a hairs breadth, and saw as it flashed with electricity. I shot a line of webbing out and caught it, swung it around, and hit the older blond haired boy in the side of the head, shocking him and dropping him to the ground stunned.

I encased the bomb in a ball of webbing and launched it into the air, attempting to lessen the destruction. The teen swooped in low, and I jumped up and landed on his back. I held his wings, forcing him to the roof. I quickly tied him up so he couldn't move and looked around at the results of the fight.

There was one young boy stunned on the ground, and I made sure that he was secured to the roof as well. _one, two, three, four_. I counted again, but still got four. _Something is wrong here… there should be one more!_


	10. Chapter 10

Hehe, thanks for the reviews! sopranokittythegreat: THAT SOUNDS SO EXITING! i will say that i wrote this chapter just now, and read your review after I logged in haha.

as many of you may have noticed, I made a mistake in the end of my last chapter. I was too lazy to fix it when I realized I had posted it with inaccurate numbers but thats ok cause i can. haha! :P

so here is the next chapter! hope you like it!

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Chapter 10

The youngest one, Angel, was gone! I counted the five hybrids once more, and I began to panic. It was Angel who had gotten into my head before, and I knew that I couldn't possible defend myself if the others were incapable of stopping her. I would lose all my secrets or die.

My heart was racing and I turned around to look behind me. Angel stood with a blank expression on her face, staring deep into my eyes. I sealed my lids as tightly as possible in a vain attempt o block her out.

"I only wanted to talk! Just give me a chance to speak!" I stated in desperation, and felt the pressure ease slightly, although it still caused discomfort.

"speak."

"I know what you, the flock, are trying to do. I know that you want to completely destroy I-tex and I know that you know where the last facility is. I just want to know why."

She was silent for a long moment. "You want to know why. But tell me _Spiderman, _do you want to know why we are doing this, or do you what to know why you are the way you are?"

"What do you mean?" I asked, confused.

"There is more to this than what meets the eye. You can not interfere with our plans because you are a part of them. You just don't know it."

"That doesn't answer my question!"

"Each member of our little flock has a special ability. Max is faster than anything you have ever seen, not to mention she can fully communicate with most animals. Gazzy can speak multiple languages with perfect accent, as well as mock any voice or sound he has heard; by the way, we don't call him Gazzy just because it sounds cool." She paused and seemed slightly amused. I felt the pressure on my mind slowly drawing back as she went on. "Iggy is our demolitions expert, and he has super acute hearing; he's also blind. Nudge can hack into any computer system because of her empathy abilities, she can giver herself a magnetic charge at will, and she can put off minor electrical charges. You already know what I can do. And Fang; well, look at him now," she said as she completely released my mind.

I turned to the empty space on the roof where fang was minutes before. I looked around for where he was, expecting a sudden attack.

"Don't worry, he's still there. You just can't see him." She smirked, and then suddenly grew serious. "Now, back to the business at hand. We are destroying I-tex because they made us this way; it's as simple as that."

She paused for a moment before continuing.

"when we were all young, we were taken from our homes in various ways to a laboratory; we always called it the school. We were all infants when they took us and turned us into this!" she shot her bright white wings out, her face contorting into a bitter snarl. "I know what you're thinking right now. _How could it be so bad?_ Well I'll tell you; we have all these abilities. Yeah, we have wings, we can fly. But all of us lack the one thing we want, our real families."

Her words stabbed me. It felt as though she knew my entire life, and just shot it in my face.

"Iggy found his once, and they wanted him; they really did. The only problem is that they only wanted him because he was a freak! Just like the rest of us!" she stabbed into my mind like a syringe and filled it with images and feelings, chemical scents. It took me a moment to realize that the images were her memories of the school, and other events. I felt the pain she had felt, I saw mutilated forms lying in cages, slowly dying from the festering boils as the people in white coats watched.

As Angel pulled out of my mind, I had to fight the urge to collapse and vomit. She had tears streaming down her face. "Tell me that we deserved that. I dare you to say that what we are doing is wrong." She grew sombre, and almost remorseful. "I know more about you than you may realize. I have seen many of your thoughts, and I grasped some of your memories as I interrogated you on our first meeting. I simply made you believe that you were able to resist. You killed the man who murdered your uncle. We destroy the labs that murdered countless innocent children. Why is it that we are the criminals, and you weren't?"

I thought for a moment, and I realized that she was right. "I wished that I hadn't. My uncle Ben always said—"

"With great power comes great responsibility; I told you, I know more than you realize. The fact is, we wish we didn't have to do this, but we are eliminating bad people; evil, sick people who take pleasure in watching others suffer for their own personal gain."

"What did you mean when you said that I was a part of this?" I wanted to get off of the morbid details.

"You are as much a part of this as we are. When you were bitten by that spider, you gained the powers of a hybrid. Do you honestly think it was a fluke accident? Do you really choose to believe that a spider can simply _escape _a sealed cage?"

"What are you saying?"

"These things happen for a reason. It wasn't a mistake. They intended on creating you, although it didn't matter to them who got the bite."

"You think that the spider bite was planned by Itex?"

"I don't think. I know."

"But how?"

"Let my friends up and we'll talk more."

I carefully walked over to the hybrids lying on the roof top, wondering if I should listen to her. Fang slowly faded back to existence as I cautiously bent down to release max. I grabbed the webbing and hesitated.

"Don't worry, she won't bite."


	11. Chapter 11

hey everyone! i know i have been slow to upload lately. I have been busy being crazy and lazy; making youtube vids and a movie. well, the reviews for this chapter have been interesting. no biggie, everyone has a bad day once in a while. I want this chapter to answer some questions that have probably risen in the past few chapters. Enjoy!

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Ch. 11

As I pulled the webbing off of the other bird kids, they stood and gathered around angel.

"So," Angel said calmly, "are you sure you want to hear the rest of the story?"

"Yes, I want to know what you are talking about" I said, although I was unsure of whether or not it was true.

"very well, I will tell you," she paused for a moment before continuing. "you may want to sit, it's a longs story.

"A few years ago— after we escaped the lab the first time as a group— I was captured again and taken back, where they did more experiments on me. during that time, I overheard many plans for other mutants, though I was more concerned about my own situation at that time.

"One of the projects that were mentioned several times was the Spider Experiment. Of course, they did not openly talk about such things. Back then I could only hear what people were thinking, and could not communicate mentally.

"Right before I got out of the lab again I witnessed more experiments, and strangely enough, they were on a common spider. Now, seeing you, I know that you were affected by this Spider Experiment."

I began to realize that what she was saying made sense. "If what you say is true, why would they not want to control who got the bite?"

"I am not sure. I didn't get information on the entire plan before I was rescued from the lab again. It has been many years since that all happened, and I am actually surprised that you have only recently surfaced as Spiderman."

Max spoke next, "At first, we thought you were working for I-tex. There have been many hybrids come after us over the past years; Erasers and Fly Boys to name a couple. Then we found a news article asking if you were a hero or a menace, which led us to question our first judgement. That is when Angel remembered what happened at the lab -or as we always called it- the School."

"but if you knew that I wasn't working for them, why did you still fight?"

"it is engrained in our instinct not to trust," Fang said, "and when we saw you speeding toward us, we panicked. Years of having to dodge bullets will do that to you."

"It's hard to grasp" I said, thinking about all I had heard, and putting the pieces together in my mind. "It doesn't make any sense."

"You're right," Angel said, "It doesn't. but it is fact. Now, you can deny it and be an enemy, or you can accept it and help us make things right. We are going to fill our vengeance with or without your help. Make your decision."

I thought it over as the flock stared at me. "I will help… But we will do it when nobody will get hurt."


	12. Chapter 12

I know it's short, but I had to cut it off here or it would have been extremely long... like I said in Blood Birds, I have been really busy with work and my music practice, so I decided that I am going to work on my writing on my nights off when everyone is asleep and I am being nocturnal... anyway, enjoy the chapter folks!

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Ch 12

Peters POV

I spent the next few days getting to know the others a little better. They all seemed to keep their distance, and I respected that because they didn't preassure me to show them who I really was, although I could sense that the youngest one, Angel, already knew.

We mapped out the empire state building and did a lot of research. Apparently the room where the lab was didn't even exist. One day, I even went out as peter and asked to visit floor B4, but they looked at me as if I were insane and demanded that I leave.

"There has to be something we are overlooking." Max, the leader, said with a sigh. "When Spidey checked out the elevator, floor B4 wasn't even listed."

"If I could get in the elevator alone for a while, I could try to figure out a code to get down. I-tex never makes things as simple as one button." Nudge suggested.

"That's true." Iggy said, "The only problem is that this is New York City. Alone in an elevator is like surviving an atom bomb to the face."

"In other words," Fang said, "impossible."

"Wait! Iggy, you're a genius!" Gazzy exclaimed. He must have seen how puzzled we all were, because he went on to explain. "maby the secret isn't in the elevator at all! I-tex could have a way to get to that floor from outside of the building. If we can find it, we can blast it open and get in there!"

"That's insane!" I protested. "I know this city like the back of my hand. There isn't anything in that area that could lead us inside. Basements go down, that's just the way it is."

We sat in the crevice of a high tower with the Empire State Building looming in the distance as we tried to figure out how to find this "floor B4".

Max turned and asked "are there any underground waterways we can slip into discretely?"

"No, any manholes are in the streets, and you cant just slip in unnoticed. "

"But, all of the rain water and… other fluids… would have to go somewhere. Would they still drain into the water down there?" She pointed to the body of water far below with her thumb.

"I suppose it's possible, but I'm not real fond of taking a dive… the webbing doesn't mix well with water. Even if it could, we would have to spend hours, if not days, searching around –"

"wait!" Max exclaimed.

"what?"

"I see something! Under the water, its faint, but it almost looks like a small submarine."

I wasn't sure. I didn't see anything, but the Flock seemed to believe her.

"It's coming towards land, over by that pier! It just vanished!"

"Seems like something Itex would do. The white coats will do anything to get off of our radar." Fang commented.

"well, Looks like it's time for a swim." Max said as she grinned over at the others.


	13. Chapter 13

Ch 13

Max's POV

We waited until nightfall at a park on the edge of the water. As soon as the moment arrived, Fang, Angel, and myself all slipped down into the polluted, frigid water. It smelled awful, but we sank down underneath the choppy surface.

We took a moment to adjust to the murk, then followed the wall to where I saw the submarine enter.

Sure enough, there was a large opening, but it would never be that easy. We each took a few turns to try and find the code to open the gate, but we weren't Nudge. Our gills made it so we could stay under for hours, so long as we don't get too cold. I told Angel in my mind to go back to the surface and tell the others what we found, and she stroked off through the dark water.

Just then, a light shone from deep inside the tunnel and we heard a low whirring sound. Fang and I dove deeper to avoid being seen. As it approached the hole, the sub dimmed it's lights to avoid being seen from the surface. The gate opened and the sub propelled away.

Fang and I quickly swam for the opening as it was getting smaller. I went through first, and then Fang. Suddenly he fetched up; the gate had caught his pants. That would have been bad enough, but the Submarine was coming back.

I fished a knife from my pocket, but it slipped out of my grip. In a panic, I clumsily reached for it, but it was gone. There was only one thing to do, so we began to pull. We braced ourselves against the gate with our feet and pulled with all our strength. Luckily we were able to tare the old fabric away from the gate, but we didn't have time to retrieve the scrap of cloth it left behind.

The sub was almost on top of us, and the gate was closed. We had no choice but to swim into the tunnel, not knowing whether or not we would be able to hide.

We surfaced into a large opening where the sub would be parked, and quickly searched for a corner to hide in. if we left the water, they would see our tracks. Fang pointed to a low dock. It was a long shot but it was all we had, so we swam under it and grabbed a hold of the supports, hoisting ourselves up out of the water and we clung to the bottom of the dock.

Our muscles were burning, but we held on for our life, literally. The Sub surfaced, and we heard as the hatch opened and two sets of feet climbed out onto the dock. As they fumbled to gain their footing, we sank back down into the water quietly until just our faces were above the surface.

The two men stopped right above us, and my heart sank. _We have been discovered!_

Then they began speaking.

"I still say we need a more hidden entrance," one man said.

"Nonsense. Nobody would dare dive in these waters. They'd come out with scales," the other man laughed. "And if we caught them, they wouldn't be any better off."

As they walked toward the coded door, Angel worked her way into one mans mind unnoticed. She took the numbers as he punched a code into the computer on the wall. A door slid open, then closed.

A minute or more passed before anyone dared move. All was silent, aside from the low slosh of water. Then they dove down into the water and swam back to the gate. Angel punched in the code and the gate creaked open.

Fang took the cloth from on the gate and Max found the knife, I order to conceal that they had been there.

When we were all on the ground and dried off, more or less, we told the rest of the flock and the bug what happened.

"I don't get it," Spider-man said.

"We know how to get in now, how do you not get it?" Fang retorted.

"no, I mean the whole cross-DNA deal. I thought you were birds, but now you have gills? Isn't it more accurate to call you a flying fish?"

Fang gritted his teeth, about to explode. I figured I had best intervene.

"At first, we thought we were just 'bird kids', but as years went on, our powers _evolved_ and now some of us can breathe under water. Angle used to only be able to hear thoughts, but now she can mentally communicate and even control thoughts. Fang could turn invisible, but only if he sat still for a long time; now he can will the ability and even sustain it while sneaking. Nudge's tech abilities have grown, and I have gotten faster and faster, and the pyro over there can come up with the most combustible combinations in a matter of seconds. Iggy can _feel _colors, and he can hear so well that it almost takes the place of his eyes."

Angel spoke up now, "that is why I know so much about you; how I know your name," she paused for a moment. "I heard the thoughts of the white coats when I was in my second imprisonment. They were testing a new method of crossing DNA, through contact with the original animal. One particular test they thought of, for it was the first success, was a spider."

"me?" He asked, suddenly seeming devastated.

"no, in fact. You were the second. They thought of the result, and it was more spider than man. It stood upright on two legs, but it had six other limbs. It's eyes were evil, and it only thought of it's prey. I came across it's mind once, and it was a cold dark place."

Spider-man felt sick. He never accepted fully that these people told the truth about the experiments, but she made him believe.

"But under all of that, there was an innocent man; taken as a child and raised as an animal. There was a man under the beast, just the same as there is a man under the mask."


End file.
